SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

THOMAS MCNERNEY & PARTNERS LP

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/22/2010

3. Issuer Name and Ticker or Trading Symbol
ZOGENIX, INC. [ ZGNX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	490,502	⁽¹⁾	I⁽⁷⁾⁽¹⁶⁾	By Thomas, McNerney & Partners II, L.P.
Stock Purchase Warrant (right to buy)	10/07/2010	⁽⁸⁾	Series B Convertible Preferred Stock	1,471,505	$1.1	I⁽⁷⁾⁽¹⁶⁾	By Thomas, McNerney & Partners II, L.P.
8% Convertible Promissory Note	⁽⁴⁾	⁽⁴⁾	Common Stock	392,585	⁽⁴⁾	I⁽⁷⁾⁽¹⁶⁾	By Thomas, McNerney & Partners II, L.P.
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,123	⁽¹⁾	I⁽⁹⁾⁽¹⁶⁾	By TMP Nominee II, LLC
Stock Purchase Warrant (right to buy)	10/07/2010	⁽⁸⁾	Series B Convertible Preferred Stock	15,371	$1.1	I⁽⁹⁾⁽¹⁶⁾	By TMP Nominee II, LLC
8% Convertible Promissory Note	⁽⁴⁾	⁽⁴⁾	Common Stock	4,101	⁽⁴⁾	I⁽⁹⁾⁽¹⁶⁾	By TMP Nominee II, LLC
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,840	⁽¹⁾	I⁽¹⁰⁾⁽¹⁶⁾	By TMP Associates II, L.P.
Stock Purchase Warrant (right to buy)	10/07/2010	⁽⁸⁾	Series B Convertible Preferred Stock	5,521	$1.1	I⁽¹⁰⁾⁽¹⁶⁾	By TMP Associates II, L.P.
8% Convertible Promissory Note	⁽⁴⁾	⁽⁴⁾	Common Stock	1,473	⁽⁴⁾	I⁽¹⁰⁾⁽¹⁶⁾	By TMP Associates II, L.P.
Director Stock Option (right to buy)	⁽¹²⁾	05/30/2017	Common Stock	7,500	$0.5	I⁽¹¹⁾⁽¹⁶⁾	See Footnote⁽¹¹⁾
Director Stock Option (right to buy)	⁽¹³⁾	10/21/2018	Common Stock	1,750	$3.5	I⁽¹¹⁾⁽¹⁶⁾	See Footnote⁽¹¹⁾
Director Stock Option (right to buy)	⁽¹⁴⁾	09/01/2019	Common Stock	1,750	$2.5	I⁽¹¹⁾⁽¹⁶⁾	See Footnote⁽¹¹⁾
Director Stock Option (right to buy)	⁽¹⁵⁾	05/30/2020	Common Stock	583	$4	I⁽¹¹⁾⁽¹⁶⁾	See Footnote⁽¹¹⁾

1. Name and Address of Reporting Person^*

THOMAS MCNERNEY & PARTNERS LP

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Thomas, McNerney & Partners, LLC

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TMP Nominee, LLC

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TMP ASSOCIATES LP

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Thomas, McNerney & Partners II L.P.

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Thomas, McNerney & Partners II, LLC

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TMP Nominee II, LLC

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TMP Associates II LP

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

THOMAS JAMES E

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

McNerney Pete

(Last)

(First)

(Middle)

60 SOUTH 6TH STREET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each of the Series A-1 Convertible Preferred Stock and the Series B Convertible Preferred Stock has no expiration date, is convertible at any time, in whole or in part, at the election of the holder, and will automatically convert upon the closing of the Issuer's initial public offering at a conversion ratio of one share of Common Stock for every ten shares of Series A-1 Convertible Preferred Stock and one share of Common Stock for every ten shares of Series B Convertible Preferred Stock, as applicable, rounded down to the next whole number, for no additional consideration.

4. The principle of the Note and accrued interest thereon will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering at a conversion price equal to the per share price of the Common Stock sold in the Issuer's initial public offering, which is anticipated to occur on November 29, 2010 at a price of $4.00 per share.

7. These securities are owned of record by Thomas, McNerney & Partners II, L.P. ("TMP II LP"). Thomas, McNerney & Partners II, LLC ("TMP II LLC") is the general partner of TMP II LP and has shared voting and dispositive power of the securities held by TMP II LP, but TMP II LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. James E. Thomas, Peter H. McNerney, Alex Zisson, Pratik Shah and Eric Aguiar are the managers of TMP II LLC. Accordingly they may be deemed to share beneficial ownership of such shares, although each of them disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

8. The Warrant was issued on December 2, 2009 and was amended on October 7, 2010, at which time it became immediately exercisable, in whole or in part, for shares of Series B Convertible Preferred Stock of the Issuer. Upon the closing of the Issuer's initial public offering, the Warrant will become exercisable for Common Stock at a ratio of one share of Common Stock for every ten shares of Series B Convertible Preferred Stock represented thereby, rounded down to the next whole number, at a correspondingly adjusted exercise price of $11.00 per share of Common Stock; provided, however, that because the exercise price of the Warrant exceeds the initial public offering price of $4.00 per share, the Series B Warrants will not be exercised prior to, and will therefore terminate upon, completion of the initial public offering.

9. These securities are owned of record by TMP Nominee II, LLC ("TMP Nominee II"). The managers of TMP Nominee II having shared voting and dispositive power over these securities are James E. Thomas and Peter H. McNerney, each of which disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

10. These securities are owned of record by TMP Associates II, L.P. ("TMP Associates II"). TMP II LLC is the general partner of TMP Associates II and has shared voting and dispositive power of the securities held by TMP Associates II, but TMP II LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. James E. Thomas, Peter H. McNerney, Alex Zisson, Pratik Shah and Eric Aguiar are the managers of TMP II LLC. Accordingly they may be deemed to share beneficial ownership of such shares, although each of them disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

11. The reported stock options were granted to Alex Zisson, who is a manager of TMP LLC and TMP II LLC, and a manager of Thomas, McNerney & Partners Mgt., L.L.C. ("TMP Mgt"). Pursuant to the policies of TMP Mgt and its affiliates, Mr. Zisson is deemed to hold the reported options for the benefit of TMP Mgt. A portion of any profit from the exercise of the reported options and subsequent sale of the underlying shares will economically accrue to TMP LP and TMP II LP in the form of a reduction in the management fees payable by such entities to TMP Mgt and its affiliates.

12. The Option was granted on May 30, 2007 and was fully vested and immediately exercisable upon the date of grant.

13. The Option was granted on October 21, 2008 and became fully vested and exercisable on October 21, 2009.

14. The Option was granted on September 1, 2009 and became fully vested and exercisable on September 1, 2010

15. The Option was granted on May 30, 2010 and vested in a series of successive, equal monthly installments beginning on the date of grant and ending on October 28, 2010.

16. The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of equity securities covered by this statement.

Remarks:

Because of the limitations on the number of line-item holdings that can be filed on any one Form 3 through the SEC's EDGAR system, the reporting persons have filed three (3) Form 3's with respect to Zogenix, Inc. on the date hereof, which, taken together, constitute one Form 3. The Reporting Person named in Box 1 of these three Form 3's is Thomas, McNerney & Partners, L.P. This Form 3 is filed as Part 3 of 3 parts.

	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC, the general partner of Thomas, McNerney & Partners, L.P.	11/22/2010
	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC	11/22/2010
	/s/ James E. Thomas, Manager of TMP Nominee, LLC	11/22/2010
	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC, the general partner of TMP Associates, L.P.	11/22/2010
	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC, the general partner of Thomas, McNerney & Partners II, L.P.	11/22/2010
	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC	11/22/2010
	/s/ James E. Thomas, Manager of TMP Nominee II, LLC	11/22/2010
	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC, the general partner of TMP Associates II, L.P.	11/22/2010
	/s/ James E. Thomas	11/22/2010
	/s/ Peter H. McNerney	11/22/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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